SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cortech, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Asset Value Fund Limited Partnership
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|X| No fee required
1) Title of each class of securities to which transaction applies:
Common Stock
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration No.
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3) Filing party:
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4) Date filed:
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___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
(032796DTI)
<PAGE>
REVISED PRELIMINARY OPPOSITION PROXY STATEMENT April __, 1998
ANNUAL MEETING OF STOCKHOLDERS
OF CORTECH, INC. ("Cortech" or "the Company")
ASSET VALUE FUND LIMITED PARTNERSHIP ("Asset Value 1")
(a Delaware limited partnership)
This Proxy Statement and the enclosed white proxy card are being sent by
Asset Value on or about __________, 1998 in connection with its solicitation of
proxies at the Annual Meeting of Stockholders being held by Cortech at [time and
place] ( the "Meeting"). At the Meeting, Cortech management proposes to elect
its two nominees to the Board of Directors and to ratify the selection of Arthur
Andersen LLP as Cortech's independent auditors. Asset Value favors the selection
of Arthur Andersen LLP but opposes the election of management's nominees to the
Board.
Under the Certificate of Incorporation and Bylaws currently in effect, the
Cortech board has five members whose terms are staggered so that no more than
two terms expire in any one year. A staggered board is an obstacle to gaining
control of the Board in any one year. Asset Value Fund seeks to gain control of
Cortech at the Meeting by proposing to amend the Bylaws to increase the number
of directors from five to seven (the "Board Amendment") and subject to the
approval of the Board Amendment, to elect its four nominees as directors (the
two vacancies available under the current Bylaws plus the two vacancies created
by the Board Amendment). If the Board Amendment is approved and all of Asset
Value's nominees are elected, Asset Value's nominees will constitute a majority
of the Board and therefore control of Cortech will transfer to Asset Value.
If the Board Amendment is not approved, Asset Value will seek to have two
of its nominees elected as directors in opposition to Management's nominees for
the two vacancies available under the Bylaws currently in effect. Asset Value
will vote for the ratification of Arthur Andersen LLP as the Company's
independent auditors, for the Board Amendment and for its nominees.
The close of business on April __, 1998 has been fixed by the Company as
the record date in determining the number of shares eligible to vote at the
Meeting. A copy of this Proxy Statement and white Proxy Card will be mailed to
all stockholders entitled to vote at the Annual Meeting.
In reliance upon Rule 14a-5(c) of the Securities and Exchange Act of 1934
2, reference is made to management's proxy statement which is being sent to you
by the Company for a full description of management's proposals, as well as
information with respect to the number of shares
- --------
1 Asset Value is a Delaware limited partnership which is wholly-owned by
Kent Financial Services, Inc., a Delaware corporation ("Kent") the shares of
which are publicly traded on NASDAQ under the symbol KENT. Asset Value was
organized in September, 1990 for the purpose of investing in securities,
principally marketable securities. Additional information about Asset Value and
its management and about Kent and the names of its officers, directors and
controlling stockholders and their ownership interests is presented on Schedule
1 of this Proxy Statement.
2 Rule 14a-5(c) provides that "any information contained in any other
proxy soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the proxy
statement, if a clear reference is made to the particular document containing
such information."
<PAGE>
eligible to vote at the Meeting, the quorum, the record date, the securities
ownership of the Company, information about the Company's officers and
directors, including compensation, information about the ratification of the
appointment of Arthur Andersen LLP as independent auditors and the date by which
stockholders must submit proposals for inclusion in the next annual meeting.
PLEASE READ THE FOLLOWING MATERIAL WITH CARE BECAUSE WE BELIEVE THAT CORTECH'S
FUTURE DEPENDS ON YOUR VOTE.
WE URGE YOU TO VOTE:
FOR THE BOARD AMENDMENT (which will add two vacancies on the Board.)
FOR ALL OF ASSET VALUE'S NOMINEES (which in combination
with the Board Amendment would effect a change of
control to Asset Value)
Asset Value seeks to gain control of Cortech because it believes that
Cortech's Board has repeatedly exercised poor judgment by: (1) rewarding
management with ever increasing compensation even while stockholder values
plummeted and (2) pursuing a merger (the "Merger") with BioStar, Inc.
("BioStar"), a company which is losing money (almost $2 million in 1997), has an
accumulated deficit of over $25 million at December 31, 1997, has a negative net
worth of more than $5.6 million, has long and short term debt of $9.4 million
and in our view has no immediate prospects for earnings. BioStar's revenues have
increased from $1,272,000 in 1993 to $15,858,000 in 1997 and losses have
improved from ($18.13) per share in 1993 to ($1.00) per share in 1997. Asset
Value opposes the Merger and even more strongly opposes the Cortech Directors
who proposed such a transaction which Asset Value believes is not in the best
interests of stockholders.
Asset Value has stated and restates here that it has no specific merger
partner in mind for Cortech. Asset Value has only considered possible
alternatives to the Merger in a preliminary way and therefore it does not know
with certainty that there are alternatives or that such alternatives would be
more favorable to stockholders than the Merger. Asset Value certainly will not
merge Cortech with an Asset Value affiliate or any corporation in which Asset
Value is a stockholder. Asset Value believes it should gain from any future
acquisition or merger involving Cortech only to the extent all stockholders
benefit.
So, what will Asset Value do if it obtains control of the Cortech Board? We
believe that once the Cortech Board determined to change control of Cortech, it
should have sought competitive transactions more aggressively, by advertising in
the financial media, by engaging an investment banker from the outset to solicit
merger partners in the investment community and by publicly stating that the
Board was conducting an open bidding process for control of Cortech. The Cortech
Board's own independent financial adviser stated that it was not asked to
solicit competitive offers for Cortech. If elected Asset Value's nominees will
take these steps. But as stated above, there can be no assurance that taking
these steps will produce any alternatives to the Merger or that any alternative,
if found, would be more favorable to stockholders than the Merger.
<PAGE>
IT'S TIME FOR A CHANGE.
VOTE FOR CHANGE.
VOTE FOR ASSET VALUE.
PROPOSAL 1
INCREASE IN BOARD
Asset Value is asking for your support to approve a proposal to amend
Article 3 Section 3.1 of the Bylaws of Cortech to set the number of directors to
serve on the Board of Directors at seven. The affirmative vote of a plurality of
the votes present in person or represented by proxy and entitled to vote at the
meeting are required to approve this proposal.
Asset Value urges you to vote FOR the approval of the proposal to amend
Article 3 Section 3.1 of the Bylaws of Cortech to set the number of directors to
serve on the Board of Directors at seven.
PROPOSAL 2
ELECTION OF DIRECTORS
Asset Value is asking for your support to elect its nominees. Under Article
II, Section 2.2 of the Company's Bylaws, to bring business before the annual
meeting, a stockholder must provide timely, written notice to the secretary
describing the business and providing information about the stockholder,
including name and address and beneficial ownership. The affirmative vote of a
plurality of the votes present in person or represented by proxy and entitled to
vote at the meeting are required to elect each of the Asset Value nominees.
Information about management's nominees, including beneficial ownership of
Cortech Shares and compensation can be found in management's proxy statement.
The biographical data, including age, principal occupation or employment, and
other affiliations and business experience of each Asset Value nominee during
the last five years follows:
Paul O. Koether, age 61, is principally engaged in the following
businesses: (i) as Chairman and director of Kent Financial Services, Inc.
("Kent") since July 1987 and President since October 1990 and the general
partner since 1990 of Shamrock Associates, an investment partnership which is
the principal stockholder of Kent and (ii) various positions with affiliates of
Kent, including Chairman since 1990 and a registered representative since 1989
of T. R. Winston & Company, Inc. ("Winston") and since July 1992, a director of
American Metals Service, Inc., ("AMS") which was an indirect, majority-owned
subsidiary of Kent before its shares were distributed to Kent's stockholders.
Mr. Koether also has been Chairman since April 1988, President from April 1989
to February 1997 and director since March 1988 of Pure World, Inc., formerly
American Holdings, Inc., ("Pure World") and since December 1994 has been a
director and since January 1995 has been Chairman of Pure World's majority-owned
subsidiary, Madis Botanicals, Inc., ("Madis") a manufacturer and distributor of
natural products. He is also Chairman and a director of Pure World's principal
stockholder, Sun Equities Corporation, ("Sun") a private company. Mr. Koether
served as
<PAGE>
Chairman and a director of NorthCorp Realty Advisors, Inc., an asset management
company, ("NorthCorp") from June 1992 when it was acquired by Pure World until
August, 1994 when it was merged and renamed Crown NorthCorp, Inc.
Mark W. Jaindl, age 37, is the President and Chief Executive Officer of the
American Bank of the Lehigh Valley, a commercial bank. He has served as Senior
Vice President of Pure World from June 1992 until May 1995 and as a director
since October 1994. He was Senior Vice President of Madis from December 1994
until May 1995 and a director of Madis since December 1994 and he has served as
a director of AMS since July 1992. Mr. Jaindl was a director of NorthCorp from
June 1992 until September 1994 and was Interim President of NorthCorp from
February 1994 until August 1994. From May 1982 to October 1991 and again since
May 1995 he has served as Chief Financial Officer of Jaindl Farms, which is
engaged in diversified businesses, including the operation of a 12,000-acre
turkey farm, a mobile home park, a John Deere dealership and a grain operation.
Mr. Jaindl also served as the Chief Financial Officer of Jaindl Land Company, a
developer of residential, commercial and industrial properties in eastern
Pennsylvania.
John W. Galuchie, Jr., age 45, a certified public accountant, is
principally engaged in the following businesses: (i) Winston, as President since
January 1990 and director since September 1989; (ii) Kent, in various executive
positions since 1986 and a director from June 1989 until August 1993; (iii) Pure
World, as Executive Vice President since April 1988, director from January 1990
until October 1994 and for more than five years as Vice President and director
of Sun; (iv) AMS as Vice President, Treasurer and a director since July 1992.
Mr. Galuchie served as a director of Crown NorthCorp, Inc., the successor
corporation to NorthCorp from June 1992 to August 1996.
James L. Bicksler, age 60, is a Professor of Economics and Finance,
Graduate School of Management, Rutgers University, a position he has held since
1969.
Asset Value urges you to vote FOR the nominees described above. They will
seek to maximize stockholder values and pledge to cooperate with and consider
the proposals of other stockholders.
If more than a majority of Cortech Shares present by proxy or in person
vote in favor of amending the Bylaws to increase the number of directors, there
will be four vacancies on the Board and the four nominees receiving the highest
vote (whether Asset Value's nominees or management's nominees) will be elected
to the Board. If all of Asset Value's nominees are elected, Asset Value's
nominees will constitute a majority of the Board and control of Cortech will
transfer to Asset Value.
If the Board Amendment is not approved, the two nominees (whether Asset
Value's nominees or Management's nominees) receiving the highest number of votes
cast at the meeting will be elected. Asset Value makes no provision for voting
for management's nominees, therefore if you vote for only one of Asset Value's
nominees, you will not have an opportunity to vote for a candidate to fill the
other vacancy to the Board.
<PAGE>
Even if you have voted against increasing the Board please vote for Asset
Value's nominees. The nominees receiving the highest number of votes will be
elected. If the Board Amendment is not approved two of Asset Value's nominees
can still be elected if their votes exceed the votes for Management's nominees.
If the Bylaw Amendment is approved, management's nominees can still be elected
to two vacancies if their votes exceed the votes of any of the four Asset Value
nominees. Therefore if you agree that it is time for a change, VOTE
YES to the Board Amendment
and
FOR Asset Value's nominees
PROPOSAL 3
RATIFICATION OF INDEPENDENT AUDITOR
Information about the ratification of Arthur Andersen LLP can be found in
management's proxy statement. Asset Value favors the ratification of Arthur
Andersen LLP as Cortech's independent auditor.
REQUIRED VOTE AND MANNER OF VOTING
If more than a majority of Cortech Shares present by proxy or in person
vote in favor of the Board Amendment, there will be four vacancies on the Board
and the four nominees receiving the highest vote (whether Asset Value's nominees
or management's nominees) will be elected to the Board. If the increase in Board
members is not approved the two nominees (whether Asset Value's nominees or
Management's nominees) receiving the highest number of votes cast at the meeting
will be elected. If more than a majority of shares of Cortech Shares voting at
the Meeting vote for the ratification of Arthur Andersen LLP as Cortech's
independent auditor, this proposal will be approved. Information about the
quorum and voting for management's proposals can be found in management's proxy
statement.
Valid proxies will be voted as instructed therein, but absent instructions
on the white proxy card, will be voted FOR the Bylaw amendment to enlarge the
Board, FOR Asset Value's nominees, and FOR the ratification of Arthur Anderson
LLP and in the discretion of the proxies on any other matter that comes before
the Meeting except that proxies will not be voted on another matter which
becomes known a reasonable time before the Meeting. Abstentions and broker
non-votes (where a nominee holding shares for a beneficial owner has not
received voting instructions from the beneficial owner on a particular matter
and the nominee does not vote the shares) will be counted in the determination
of a quorum but will not be counted for or against any proposal. We urge you to
sign, date and return the white proxy card in the enclosed envelope. No postage
is required if mailed in the United States.
<PAGE>
SHARES IN STREET NAME
If you hold your Cortech Shares in the name of a brokerage firm or bank,
your broker or banker cannot vote the Shares until the broker or banker receives
specific instructions from you. Please contact the party at the brokerage firm
or bank responsible for your account to make sure that a proxy is executed for
your Cortech Shares on the white proxy card.
REVOCATION OF PROXIES
If you have executed management's **** proxy card before receiving this
Proxy Statement, you have every right to change your vote by signing, dating and
returning the enclosed white proxy card in the postage-paid envelope provided.
Only your latest dated proxy will count at the Meeting. Any proxy, including the
proxy solicited hereby, may be revoked at any time before it is voted by (i)
submitting a duly executed proxy bearing a later date to the Secretary of the
Company or to Asset Value, (ii) filing with the Secretary of the Company a
written revocation or (iii) attending and voting at the Meeting in person.
SOLICITATION EXPENSE
Asset Value, Mark W. Jaindl and Frederick J. Jaindl (see Schedule 1) will
bear the cost of preparing, assembling and mailing the enclosed form of proxy,
this proxy statement and other material which may be sent to stockholders in
connection with this solicitation. Officers and regular employees of Asset Value
or its affiliates may solicit proxies by mail, telephone, telegraph, facsimile
and personal interview, for which no additional compensation will be paid. In
addition, Asset Value has retained Beacon Hill Partners, Inc. ("Beacon Hill") to
solicit proxies on its behalf. In connection with the solicitation in opposition
to Cortech, Asset Value has agreed to pay Beacon Hill up to $15,000 plus
expenses, part of which is a success fee. Asset Value advanced Beacon Hill
$3,000 to cover expenses. It is anticipated that the cost to Asset Value in
connection with this solicitation will be approximately $50,000.
Very truly yours,
Paul O. Koether
Asset Value Fund Limited Partnership
<PAGE>
IMPORTANT
If your shares are held in "Street Name" only your bank or broker can vote
your shares, and only upon receipt of your specific instructions. Please contact
the person responsible for your account and instruct them to execute a white
proxy card as soon as possible.
If you have any questions or need further assistance in voting, please call
John W. Galuchie, Jr., of Asset Value Fund Limited Partnership collect at (908)
234-1881, or our proxy solicitor:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NEW YORK 10004
(800) 253-3814
<PAGE>
SCHEDULE 1
ADDITIONAL INFORMATION ABOUT ASSET VALUE FUND LIMITED
PARTNERSHIP, MARK W. JAINDL AND FREDERICK J. JAINDL
Asset Value Fund Limited Partnership ("Asset Value") is engaged in
investing in securities. The sole general partner of Asset Value is Asset Value
Management, Inc. ("Asset Value Management"). Asset Value Management is a
wholly-owned subsidiary of Kent Financial Services, Inc. ("Kent"), whose
principal business is the operation of T. R. Winston & Company, Inc. ("TRW"),
its wholly-owned subsidiary. TRW is a securities broker-dealer registered with
the National Association of Securities Dealers, Inc. Asset Value, Asset Value
Management, Kent and TRW maintain offices at 376 Main Street, Bedminster, New
Jersey 07921.
Mark W. Jaindl ("Mark Jaindl") is the President and Chief Executive Officer
of the American Bank of the Lehigh Valley, a commercial bank whose principal
business address is 4029 West Tilghman Street, Allentown, PA 18104 ("American
Bank"). (For additional information on Mark Jaindl, see PROPOSAL 1, ELECTION OF
DIRECTORS.) Frederick J. Jaindl ("Fred Jaindl") is the sole proprietor of Jaindl
Farms (turkey farming), whose principal business address is 3150 Coffeetown
Road, Orefield, PA 18069. Fred Jaindl is Chairman of American Bank. Mark and
Fred Jaindl are the principal stockholders of American Bank. Mark Jaindl is the
son of Fred Jaindl.
As of March 23, 1998, Asset Value holds 2,000,000 Cortech Shares or
approximately 10.80% of the total Cortech Shares outstanding. Mark Jaindl holds
250,000 Cortech Shares, or approximately 1.35% and Fred Jaindl holds 520,000
Cortech Shares or approximately 2.80%. Asset Value, Mark Jaindl and Fred Jaindl
disclaim the beneficial ownership of each other's Cortech Shares. Purchases and
sales of Cortech Shares by Asset Value, Mark Jaindl and Fred Jaindl are listed
on Schedule 2.
During the past ten years, none of Asset Value, Mark Jaindl, Fred Jaindl,
Asset Value Management, Kent, TRW, or the Directors and Executive Officers of
Kent has been convicted in a criminal proceeding.
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
OF KENT FINANCIAL SERVICES, INC.
Percent of Direct or
Indirect Ownership
Name and Address Position and Office of Voting Securities of
of Beneficial Owner Currently Held Kent Financial Services, Inc.
- ------------------- ------------------- -----------------------------
<S> <C> <C>
Paul O. Koether Chairman, Director 44.90%
211 Pennbrook Road and President
Far Hills, NJ 07931
John W. Galuchie, Jr. Vice President and
376 Main Street Treasurer 2.32%
Bedminster, NJ 07921
Mark Koscinski Vice President *
376 Main Street
Bedminster, NJ 07921
M. Michael Witte Director 1.15%
1120 Granville Avenue
Suite 102
Los Angeles, CA 90049
Casey K. Tjang Director *
56 Hall Drive
Clark, NJ 07066
Mathew E. Hoffman Director *
62 Rosehill Avenue
New Rochelle, NY 10804
_________________________________________
*Less than 1 percent
</TABLE>
<PAGE>
SCHEDULE 2
<TABLE>
PURCHASES AND SALES OF CORTECH SHARES
ASSET VALUE<F1>
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
<S> <C> <C> <C>
07/25/97 20,000 $.61375 $ 12,275.00
07/31/97 6,700 .625 4,321.50
08/06/97 9,100 .6875 6,256.25
08/07/97 2,600 .6875 1,787.50
08/08/97 3,100 .6875 2,131.25
08/12/97 458,500 .6875 315,218.75
08/15/97 5,100 .6875 3,506.25
08/18/97 5,200 .6689 3,478.28
08/19/97 3,200 .65625 2,100.00
08/20/97 9,000 .65625 5,906.25
08/21/97 8,500 .6875 5,843.75
08/27/97 146,800 .6875 103,861.00
09/08/97 22,000 .6875 15,125.00
09/11/97 20,000 .703125 14,062.50
09/15/97 26,000 .703125 18,281.25
09/16/97 7,700 .703125 5,414.06
09/17/97 4,000 .703125 2,812.50
09/24/97 31,425 .703125 22,095.70
09/30/97 89,600 .703125 63,000.00
10/01/97 56,000 .703125 39,375.00
10/02/97 1,475 .703125 1,037.11
10/06/97 25,000 .6875 17,187.50
10/07/97 2,000 .6875 1,375.00
10/07/97 6,500 .71875 4,671.88
10/07/97 336,000 .703125 236,250.00
10/08/97 1,556,757 .65 1,011,892.05
10/08/97 5,000 .75 3,750.00
10/08/97 20,000 .71875 14,375.00
10/09/97 2,000 .71875 1,437.50
10/09/97 5,000 .765625 3,828.13
10/09/97 18,500 .75 13,875.00
10/10/97 4,500 .78125 3,515.63
10/14/97 1,000 .78125 781.25
10/14/97 6,000 .8125 4,875.00
10/28/97 15,000 .6875 10,312.50
10/30/97 13,000 .6875 8,937.50
10/30/97 12,000 .65625 7,875.00
11/03/97 3,700 .6875 2,543.75
11/04/97 4,900 .65625 3,215.63
11/05/97 12,000 .6875 8,250.00
11/05/97 2,500 .65625 1,640.63
11/07/97 11,300 .65625 7,415.63
11/10/97 58,343 .65625 38,287.59
11/11/97 10,500 .65625 6,890.63
(table continued on next page)
<PAGE>
(table continued from previous page)
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
11/14/97 4,000 .65625 2,625.00
11/14/97 8,500 .6875 5,843.75
11/17/97 9,700 .65625 6,365.63
11/18/97 11,300 .65625 7,415.63
11/24/97 5,000 .640625 3,203.13
--------- -------------
3,106,000 $2,086,524.84
--------- -------------
Dates sold Number of shares sold Price per share<F2> Total
- ---------- ------------------------- --------------- -------------
08/13/97 3,000 $.6875 $ 2,062.43
08/29/97 3,000 .71875 2,156.17
09/17/97 2,000 .71875 1,437.45
09/30/97 3,000 .71875 2,156.17
10/07/97 325,000 .65 211,242.95
02/10/98 770,000 .6705 516,285.00
--------- -------------
1,106,000 735,340.17<F3>
--------- -------------
2,000,000 $1,319,425.00
========= =============
MARK W. JAINDL
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
02/10/98 250,000 .6705 $ 167,625.00
========== =============
FREDERICK J. JAINDL
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
02/10/98 520,000 .6705 $ 348,660.00
========== =============
<FN>
<F1> Excludes the purchase for an aggregate amount of $11,251.52 on October
8, 1997 of warrants to purchase 562,576 shares of Cortech stock, which
were contributed back to the capital of Cortech on October 18, 1997.
No shares were purchased with or are being held with borrowed funds.
<F2> Price excludes brokerage commissions, if any.
<F3> Reflects loss on sale of $31,759.67.
</FN>
</TABLE>
<PAGE>
PRELIMINARY PROXY CARD
Cortech, Inc.
Annual Meeting To Be Held On [date], 1998
This Proxy Is Being Solicited On Behalf Of Asset Value Fund Limited
Partnership ("Asset Value")
The undersigned hereby appoints Paul O. Koether, Mark W. Jaindl and John W.
Galuchie, Jr. or any of them, the undersigned's proxies, each with full power of
substitution, to vote all Shares of Common Stock of Cortech, Inc. (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders of the Company to be held on [date], 1998
at **A.M. at ************************************** (the "Meeting") and at any
adjournments or postponements thereof and, without limiting the generality of
the power hereby conferred, the proxy nominees named above and each of them are
specifically directed to vote as indicated below.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR THE AMENDMENT TO THE BYLAWS TO INCREASE THE NUMBER OF
DIRECTORS TO SEVEN, FOR THE ELECTION OF ASSET VALUE'S NOMINEES AS DIRECTORS, and
FOR THE RATIFICATION OF ARTHUR ANDERSEN LLP.
If there are amendments or variations to the matters proposed at the
Meeting or at any adjournments or postponements thereof, or if any other
business properly comes before the Meeting, this proxy confers discretionary
authority on the proxy nominees named herein and each of them to vote on such
amendments, variations or other business.
ASSET VALUE RECOMMENDS A VOTE FOR INCREASING THE NUMBER OF DIRECTORS FROM FIVE
TO SEVEN.
1. To amend Article 3 Section 3.1 of the Company's Bylaws to set the number of
directors to serve on the Board of Directors at seven.
FOR__________ AGAINST__________ ABSTAIN__________
ASSET VALUE RECOMMENDS A VOTE FOR THE ASSET VALUE NOMINEES.
2. To elect Asset Value's nominees as Directors:
Paul O. Koether _____FOR _____AGAINST _____ABSTAIN
Mark W. Jaindl _____FOR _____AGAINST _____ABSTAIN
John W. Galuchie, Jr. _____FOR _____AGAINST _____ABSTAIN
James L. Bicksler _____FOR _____AGAINST _____ABSTAIN
<PAGE>
ASSET VALUE RECOMMENDS A VOTE FOR THE RATIFICATION OF ARTHUR ANDERSEN LLP.
3. To ratify the appointment of Arthur Andersen LLP as independent auditors for
the year ended December 31, 1998.
FOR__________ AGAINST__________ ABSTAIN__________
4. In their discretion, on such other matters as may properly come before the
annual meeting or any postponements or adjournments thereof, except that proxies
will not be voted on another matter which becomes known a reasonable time before
the meeting.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement for the _________________, 1998
meeting.
Dated: _____________________________, 1998
------------------------------------------
Signature of Stockholder
------------------------------------------
Signature of Stockholder if Shares held in
more than one name (Please sign exactly as
name or names appear hereon. Full title of
one signing in representative capacity
should be clearly designated after
signature. If a corporation, please sign
in full corporate name by President or
other authorized officer(s). If a
partnership, please sign in partnership
name by authorized person. If stock is in
the name of two or more persons, each
should sign. Joint owners should each
sign. Names of all joint holders should
be written even if signed by only one.)
ASSET VALUE RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
